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NASDAQ: SWKS SKYWORKS SOLUTIONS, INC. 8-K

Skyworks shareholders reject executive pay in advisory vote, approve new equity plan

Filed May 19, 2026 · Period ending May 13, 2026 · ~1 min read

3 key changes 1 section

Key Changes

  • medium

    Shareholders voted down executive compensation 54.5M to 54.2M in non-binding say-on-pay vote, signaling dissatisfaction with pay levels or structure and likely prompting board review of compensation practices.

    Item 5.07: Vote Results verify on EDGAR →
  • medium

    New 2026 Long-Term Incentive Plan approved 87.1M to 21.7M, authorizing equity grants to employees and executives that may dilute existing shares but aims to align management with long-term performance.

    Item 5.07: Vote Results verify on EDGAR →
  • low

    KPMG ratified as independent auditor for fiscal 2026 with 113M votes for, a routine annual confirmation with no change to external audit relationship.

    Item 5.07: Vote Results verify on EDGAR →

Summary

Skyworks Solutions held its annual shareholder meeting on May 13, 2026, with mixed results on key governance votes. Most notably, shareholders rejected the advisory say-on-pay proposal covering named executive officer compensation, with votes nearly split but tilting against management's pay practices.

While non-binding, this rare failure signals meaningful shareholder concern about executive compensation levels or structure and typically triggers board-level review of pay policies. On a more positive note for management, shareholders approved the 2026 Long-Term Incentive Plan by a comfortable margin, authorizing the company to grant stock options, restricted stock, and other equity awards.

This plan will govern future equity compensation and may result in modest shareholder dilution, though it's designed to retain talent and align employee interests with stock performance. The auditor ratification passed overwhelmingly as expected. Retail investors should watch for any announcements about changes to executive compensation philosophy or structure in coming quarters, as the board will likely respond to the failed say-on-pay vote. The approval of the equity plan is standard practice but worth monitoring for the pace and terms of future grants disclosed in proxy statements.

Section-by-Section Diff

Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation

~100 words

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.

1 Added
Added 2026 LTIP approval medium

Added in current filing · verify on EDGAR →

At the annual meeting of stockholders of Skyworks Solutions, Inc. (the “Company”) held on May 13, 2026 (the “Annual Meeting”), the Company’s stockholders approved the 2026 Long-Term Incentive Plan (the “2026 LTIP”), which had previously been adopted by the Company’s Board of Directors (the “Board”) subject to stockholder approval.

Skyworks' shareholders approved a new long-term incentive plan at the annual meeting. This plan will govern future equity compensation awards to executives and employees. The plan details are described on pages 80-92 of the proxy statement filed April 3, 2026.

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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 15, 2026 · How we verify